Making the Founders Agreement strong from the beginning will save 10x the expense in the future.
Vesting
- 4 years + 1 year cliff standard.
- Reverse vesting: the share has already been given, if separated, it is withdrawn.
- The trigger (acceleration) is in M&A or IPO.
IP transfer
- All intellectual rights assigned to the company.
- Previously established code / design creates uncertainty.
- Written, dated transfer agreement.
Decision mechanics
- Majority + qualified majority issues.
- Veto right with limited list.
- Tie-breaker: independent member or arbitrator.
Frequently asked
Equal share when we have 3 founders?
Generally yes; However, if there is a difference in roles, differentiation is common.
We started without a contract; Can it be done retroactively?
Yes, but signatures of all parties are required; delay becomes difficult.
Can the departed founder request the IP back?
No, if there is a written transfer; Otherwise, legal risk.
Relevant legislation
- Turkish Commercial Code art.331-644 — A.Ş. and LTD establishment, share transfer.
- FSEK art.2/1-1 — Protection of software as a work.
- SMK No. 6769 — Trademark, patent, utility model, design.
- KVKK article 12 — Data security, by-design principle.
- TBK art.193 et seq. — Contracts, guarantees, indemnification.
Legal notice: This article is for general information purposes; A meeting with a lawyer is required for a concrete case.